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In the world of venture capital, there are certain investor rights that ensure the smooth execution of exit transactions.

Arbitration can be an attractive alternative to the courtroom for any number of reasons. But practitioners should know that arbitration is not the courtroom...

I recently had the pleasure of being interviewed by Sandra Schulte at the media production studios of the Manhattan Neighborhood Network located near the Javits Center.

Commercial loan documents are notoriously complex, packed with financial reporting requirements, compliance covenants, and collateral maintenance obligations.

This post features Part 2 of a recent two-part program to be later aired on New York City public access cable in which I was interviewed...

Under Rule 37 of the Rules of the Commercial Division, the court may order a remote deposition upon (1) consent of the parties, or upon (2) a motion showing good cause.

All civil judicial proceedings must be in the form of an action – unless otherwise authorized by statute, i.e. in the form of a special proceeding (see CPLR 103[b]).

Earnouts are often described as a way to bridge a valuation gap. But they can just as easily turn into a bridge to the courthouse. The Delaware Court of Chancery’s September 30, 2026 post-trial opinion in ACON Igloo Holdings, LLC v. Dometic Corporation, is a good example, and it should interest founders, sellers, private equity sponsors, and strategic acquirers alike.

I have a soft spot for civil RICO: treble damages, enterprise allegations, the chance to elevate ordinary fraud into something operatic. But, as many of us have learned...

SpaceX's recent IPO has drawn attention for its massive valuation and retail investor demand, but critical corporate governance provisions deserve closer scrutiny. The company's dual-class share structure grants Elon Musk 85% voting control despite holding only 42% equity, while mandatory arbitration clauses and Texas reincorporation create unprecedented barriers for public shareholders.

A New York Commercial Division judge awarded over $30 million in compensatory and punitive damages against a car dealership owner who misappropriated $4.7 million in dealer advances and engaged in a persistent pattern of fiduciary breaches. The court rejected the defendant's testimony entirely under the falsus in uno doctrine and imposed punitive damages double the amount of misappropriated funds, citing willful deception and conscious disregard for corporate interests.

Uses and structures that do not conform to a zoning ordinance are deemed "nonconforming uses" and "nonconforming structures," respectively.

Welcome to this 15th annual edition of Summer Shorts. This year's edition features brief commentary on a trio of recent decisions by New York courts in business divorce cases, all involving LLCs, including...

Imagine you're a private equity firm. You buy a company, and you want to retain and incentivize key employees, so you give them some equity in the form of incentive units.

In contract litigation, damages provisions often do more work than parties expect—and sometimes less than litigants later claim. The First Department’s decision in Gamma USA, Inc. v. Pavarini McGovern, LLC is a useful reminder that courts will read damages limitations by their actual scope, not by their perceived practical effect.

The IRS has fundamentally transformed how it administers penalty relief for compliant taxpayers, replacing the decades-old First Time Abate program with an automatic system that eliminates the need for taxpayers to request relief they're entitled to receive.

On February 14, 2025, I will be speaking at the Suffolk Academy of Law's annual Elder Law Update, addressing current developments in artificial intelligence ("AI")...

If you are company counsel advising an early-stage startup, the recent judgment in Gregg v. Cooley LLP should give you pause. On July 27, 2026, the Superior Court of New Jersey entered a judgment of over $25 million against Cooley LLP after a jury found that an attorney-client relationship existed between Cooley...